OUMA Policies and Bylaws

Ontario Union of Martial Artists OUMA Policies and Bylaws

Below are the Policies and Bylaws for the Ontario Union of Martial Artists

1.0: Definitions

  • In this Bylaw and all other Bylaws of the Corporation, unless the context otherwise requires:
    • “Act” means the Canada Not-For Profit Corporations Act S.C. 2009, c 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
    • “Articles” means the original or restated Articles of Incorporation or Articles of Amendment, Amalgamation, Continuance, Reorganization, Arrangement or Revival of the Corporation;
    • “Board” means the Board of Directors of the Corporation and “Director” means a member of the Board.
    • “Bylaw” means this Bylaw and any other Bylaw of the Corporation as amended and which are, from time to time, in force and effect;
    • “Meeting of members” includes an annual meeting of members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of
    • members and a special meeting of all members entitled to vote at an annual meeting of members;
    • “Ontario Union of Martial Artists” means the Corporation and may be referred to as the OUMA, association, organization or any other term in these Bylaws where the context is clear that the term refers to the Ontario Union of Martial Artists;
    • “Ordinary resolution” means a resolution passed by a majority of not less than 50% plus one (1) of the votes cast on that resolution;
    • “Proposal” means a proposal submitted by a member of the Corporation that meets the requirements of Section 163 (Member Proposals) of the Act;
    • “Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and
    • “Special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution by the Membership.

2.0: Interpretation

  • In the interpretation of this Bylaw, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organization. Other than as specified above, words and expressions defined in the Act have the same meanings when used in these Bylaws.

3.0: Corporate Seal

  • The Corporation may have a corporate seal in the form approved from time to time from the Board.

4.0: Board of Directors

  • 4.1: Term of Office
    • With the exception of the founding Executive Director, Directors shall be elected every two years, and shall hold office until the next election. Staggered elections will be implemented within 3 years of the establishment of The Ontario Union of Martial Artists. A Director’s term ends when he or she dies, resigns, is removed from office, is declared to be incapable by a court, becomes a bankrupt, or has their term of office expire. Only the Executive Director can be hired as paid Ontario Union of Martial Artist employee.
  • 4.1.1: Board of Director members must be existing Active Members of the OUMA.
  • 4.1.2: The Board of Directors roles and related scope of activities will be initially determined by its Executive Director and modified/adjusted on an ongoing, and as needed basis by its Board of Directors through a majority vote at the AGM of OUMA.
  • 4.1.3: The OUMA members who are nominated to become members of the Board will be assigned based on a majority vote of Active Members.

4.2: Executive Director

    • 4.2.1: The role of Executive Director may be terminated based on a majority vote of its Board of Directors during the OUMA AGM under the following circumstances
      • The behavior of the Executive Director is decided, by majority vote of Board Members, to be not in-line with the core values of the OUMA as defined by it’s mandate.
      • The Executive Director resigns, retires from practice, or is diseased.
      • The Executive Director becomes bankrupt
        • 4.2.2: In the event the Board of Directors majority vote is to terminate the active Executive Director the following constraints may be applied to the decision, and possibly dissolve The Board’s vote:
          • The Executive Director may appeal the decision of The Board.  In the event of an appeal, a mutually agreeable arbitrator will be assigned to resolve the conflict
          • The decision of the arbitrator will be final
          • The Board and/or the Executive Director may engage a lawyer to represent their interests in any termination discussions.
            • Any lawyer fees related to section 4.2.2 of these bi-laws will be provided by The Ontario Union of Martial Artists.

4.3: Meetings of the Board of Directors

  • 4.3.0: The Board shall meet regularly at such place as it may from time to time determine. This may be in-person or virtually, as determined by the Board.
  • 4.2.1: Notice of Meetings
    • At each meeting it shall fix in advance the date and time of the next meeting, unless this cannot reasonably be done, in which case the Secretary or President shall be responsible for notifying the Board of the date and time of the next meeting at some time in the future. A Board meeting may be held immediately following an Annual General Meeting or if not, within 45 days thereafter.
  • 4.2.2: Board Meeting Attendance
    • Meetings of the Board of Directors are closed meetings and only the Directors shall be allowed to attend the meetings. Notwithstanding the above, the Board of Directors may invite or request the presence of duly appointed committees or committee members; outside advisors such as an attorney, accountant or other professional; or any other person the Board, in their discretion, believes would be beneficial to the Corporation by attending the meeting on a case-by-case basis.
  • 4.2.3: Quorum
    • Quorum is not required to hold Board Meetings unless the number of Board members exceeds three (3) Directors, including the Executive Director.
    • In the event that the number of Board members exceeds three (3), then the minimum number to constitute a quorum of the Board is two (2), one of which must be the Executive Director. A quorum shall be present to begin a meeting but not to continue a meeting.
  • 4.2.4: Electronic Meetings
    • If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of Directors or a meeting of a Committee, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electric or other communication facility in the manner provided in the Act. A person participating in a meeting by such means is deemed to be present at the meeting and shall count towards the quorum.
  • 4.2.5: Resolutions Outside Of Meetings
    • The Board of Directors may conduct business through signed resolutions instead of holding meetings, provided that all directors sign the resolutions. These signed resolutions have the same effect as they would have if they were adopted at a meeting of the Board of Directors. This shall include resolutions done via documented electronic means.
  • 4.2.6: Committees
    • The Board shall have the authority to establish any Committees that, in their discretion, are necessary. The Board shall establish a Committee Policy and the Committees established shall follow the Bylaws and the Committees Policy.
  • 4.2.7: Shall Indemnify
    • Every Director or Officer or member of committee or other person who has undertaken or is about to undertake any liability on behalf of OUMA, and his heirs, executors and administrators, and estate and effect, respectively, shall from time to time and at all times, be indemnified and saved harmless, out of the funds of OUMA from and against all costs, charges, expenses whatsoever which such Director, Officer, member of committee or other person sustains or incurs in or about any actions, suit or proceeding which is brought, commenced and prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office or in respect of any such liability, and against all other costs, charges and expenses which he sustains or incurs in or about in relation to the affairs of Ontario Union of Martial Artists (OUMA).
  • 4.2.8: Shall Not Indemnify
    • Directors, Officers and members of committee shall not be indemnified if any of the above has occurred through his own wrongful and willful act, neglect or default.
  • 4.2.9: Protection of Directors and Officers
    • No Director or Officer of The Ontario Union of Martial Artists (OUMA) shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or employee or for joining in any receipts or other act of conformity, or for any loss, damage or expense happening to OUMA through insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of OUMA, or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Corporation shall be placed out or invested, or any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm, or corporation, including any person, firm or corporation with whom any of the monies, securities or effects of OUMA shall be lodged or deposited, or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any monies, securities or assets belonging to OUMA, or for any loss occasioned by any error of judgment or any oversight on their part, or any other loss, damage or misfortune whatever, which may happen in the execution of the duties of their office or trust in relation thereto, unless the same shall happen by or through his own wrongful and willful act, neglect or default.
  • 4.3.0: Remuneration of Directors Officers and Members of Committee
    • The Directors, Officers and members of Committee shall receive no remuneration for acting as such, but may receive reasonable expenses incurred by them in the performance of their duties. The Directors, Officers and members of Committee or their family members cannot be hired as paid employees of Ontario Union of Martial Artists.
  • 4.4.0 Annual General Meetings
    • 4.4.1: Annual General Meetings (AGM) may take place in a physical location or over a network with the use of conference call technology, screen sharing, or other internet/network technology means.
      • If for any event the AGM is planned to include a technology element for communication and the users of the technology are unable to attend due to malfunction, the meeting will still proceed as long as there is a Quorum established.  In the event that a Quorum is not present or can not be established the meeting will be re-scheduled to a time that is mutually agreed upon by the Board of Directors.
    • 4.4.2: AGM will be open to Active Members only
    • 4.4.3: Notice of the AGM will be given within two weeks of its occurrence and will be scheduled within the first quarter of the end of the fiscal year.  For example, if the current fiscal year is 2019; the 2019 AGM will be held between January 1st and March 31st of 2020.   This will allow time for the financial audit to be prepared and presented at the AGM.
    • 4.4.4: AGM Meeting Agenda
      • AGM Meeting Agenda items include:
      • Call for Quorum
      • Acceptance of previous meeting Minutes
      • Financial Auditor Report
      • Advocacy Activity Report
      • Membership Review
      • Board of Director Review
      • Voting Issues Review and Membership Voting

5.0: Insurance

  • The organization may require any partnering organizations to carry an insurance policy that may include commercial general liability insurance on an occurrence basis for third party bodily injury, personal injury and property and meets current industry standards.
  • 5.0.1 Sponsored Events
    • The OUMA will only sponsor events that have sufficient insurance (if applicable) coverage adequate for the event.  This coverage will be reviewed on a case by case basis.

6.0: Financial Matters

  • 6.1: Financial Review and Audit
    • The financial statements of the OUMA shall be prepared by the Treasurer or the designate of the Treasurer, and shall be reviewed or audited by an auditor appointed by the OUMA for this purpose as required under the Act.
  • 6.2: Procurement
    • All Procurements shall be recorded and disclosed on a regular basis, with summary to-date presentations at regular meetings, and full annual summary at AGM.
  • 6.3: Additional Financial Controls
    • Additional Financial Controls may be recommended from time to time, and are required to be presented to the Board for consideration and/or adoption.
  • 6.4: Banking Arrangements
    • The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the Board of Directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons the Board of Directors may by resolution from time to time designate, direct or authorize.
  • 6.5 Borrowing Powers
    • The Directors of the Corporation may, without authorization of the Members:
      1. Borrow money on credit of the Corporation;
      2. Issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;
      3. Give a guarantee on behalf; and
      4. Mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any debt obligation of the Corporation.

7.0: Membership Registration

  • Membership is open to any community members who agree to the mandate, policies and bylaws of the Ontario Union of Martial Artists.
  • There will be two kinds of membership types.  Class A members (Active Members) are voting members and are required to pay a membership fee of $25.00 per year.  Class B members (General Membership) is of no charge and automatically renews each year.

7.1:  Membership Renewals

  • General Membership automatically renew.
  • Active Memberships require an annual fee of $25.00 per year.  Active Memberships renewals are scheduled for December 31st of the current calendar year.
  • If an Active Member registers within the first three months of the membership renewal date (in October, November or December) the member registration will be valid for the duration of the following year.

7.2: Membership Termination

  • Membership to the OUMA can be revoked based on any of the following criteria
    • The member requests their membership be terminated
    • The member’s actions and/or behavior is deemed to be in conflict with the core values or mission of the Ontario Union of Martial Artists.
    • Membership fees for Active Membership are not up to date.  Under this circumstance the Active Membership will convert into a General Membership and the member will no longer have voting rights or other benefits that are associated with Active Membership
    • Any membership termination, with the exception of Active Memberships reverting to General Memberships, must be approved by the Directors of the OUMA prior to termination.